UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                      FORM 10-K
                                    ANNUAL REPORT

        [X]  Annual report pursuant to section 13 or 15(d) of the Securities
        Exchange Act of 1934 (Fee required)

             For the fiscal year ended December 31, 1996

        [  ] Transition report pursuant to section 13 or 15(d) of the
        Securities Exchange Act of  1934 (No fee required)

             For the transition period from _____ to _____.

        Commission file no.  0-19376


                              ASPEN BANCSHARES, INC.
        COLORADO                                               84-1068527
        --------                                               ----------
        534 East Hyman Avenue, Aspen, Colorado                      81611
        --------------------------------------                      -----

        Registrant's telephone number: (970) 925-6700
                                       --------------

        Securities registered pursuant to Section 12(b) of the Act:
             None.

        Securities registered pursuant to Section 12(g) of the Act:
             Common Stock, $.01 par value.

        Indicate by  check  mark  whether the  Registrant  (1)  has filed  all
        reports to be filed by Section 13 or  15(d) of the Securities Exchange
        Act of 1934 during the preceding 12 months (or for such shorter period
        that the Registrant  was required to  file such reports),  and (2) has
        been subject to  such filing requirements  for the past  90 days.YES X
        NO___

        Indicate by check mark if disclosure  of delinquent filers pursuant to
        Item 405 of Regulation  S-K is not  contained herein, and  will not be
        contained, to the best of Registrant's  knowledge, in definitive proxy
        or information  statements incorporated  by reference  in Part  III of
        this Form 10-K or any amendment to this Form 10-K.[  ]

        The aggregate market value of the voting stock held by non-affiliates
        of the Registrant as of March 12, 1997 was approximately  $46,500,604.<PAGE>

        The number of shares of Registrant's Common Stock outstanding as of
        March 12, 1997 was 3,720,780 shares.

                            Documents Incorporated by Reference

        1.Aspen Bancshares,  Inc. Form 8-K  filed March 7,  1997: Management's
          Discussion  and  Analysis  of  Financial  Condition and  Results  of
          Operations,  Guide  3 Information  (Statistical  Disclosure  by Bank
          Holding Companies), and Audited Consolidated Financial Statements as
          of December 31, 1996 are incorporated  by reference into Parts I and
          IV of the Form 10-K.

          <PAGE>
                         FORM 10-K CROSS REFERENCE INDEX PAGE
                                        Part I
        Item 1.   Business...................................................3
        Item 2.   Properties.................................................8
        Item 3.   Legal Proceedings..........................................9
        Item 4.   Submission of Matters to a Vote of Security Holders........9

                                       Part II
        Item 5.   Market for Registrant's Common Equity and Related
                  Stockholder Matters........................................9
        Item 6.   Selected Financial Data....................................9
        Item 7.   Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.................................10
        Item 8.   Financial Statements and Supplementary Data...............10
        Item 9.   Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure..................................10

                                       Part III
        Item 10.  Directors and Executive Officers of the Registrant........10
        Item 11.  Executive Compensation....................................11
        Item 12.  Security Ownership of Certain Beneficial Owners and
                  Management................................................16
        Item 13.  Certain Relationships and Related Transactions............18

                                       Part IV
        Item 14.  Exhibits, Financial Statement Schedules,  and Reports on
                  Form 8-K..................................................19

<PAGE>

                                ASPEN BANCSHARES, INC.
                                      FORM 10-K
                         FOR THE YEAR ENDED DECEMBER 31, 1996
                                        PART I


        ITEM 1.        BUSINESS

        The Company

             Aspen Bancshares, Inc., (the  Company) is a  bank holding company
        whose principal assets are the common stock  of Pitkin County Bank and
        Trust Co. (Pitkin),  a commercial bank  organized in 1979,  the common
        stock of  Centennial  Savings  Bank,  F.S.B.  (Centennial),  a  thrift
        originally created in  1905 and  acquired by  the Company  in October,
        1993, and the common stock of Val  Cor Bancorporation, Inc., (Val Cor)
        a bank holding  company formed  in December,  1982, which  the Company
        acquired in June,  1996.  Val  Cor owns 99.1%  of the common  stock of
        Valley National Bank of Cortez, Colorado  (Valley), a national banking
        association organized in 1979.  At December  31, 1996, the Company had
        total assets of $450.6  million, total deposits of  $398.9 million and
        total  shareholders'  equity  of  $31.1   million.    This  represents
        significant growth over  the year  ended December  31, 1990,  when the
        Company's total assets were  $80.8 million, total  deposits were $72.9
        million, and total shareholders' equity was $6.6 million.  This growth
        has resulted from growth in western  Colorado, and greatly through the
        acquisition of Centennial, which more than doubled the Company's size,
        and the acquisition  of Val Cor.   The Company  was incorporated under
        Colorado law on  July 24,  1987 and became  a registered  bank holding
        company through  the  ownership  of Pitkin  on  June  30,  1988.   The
        Company's principal office is  located at 534 East  Hyman Avenue, Post
        Office Box 3677, Aspen, Colorado 81612, and  its phone number is (970)
        925-6700.  The Company's subsidiaries are described below.

             Pitkin, with its main  branch in Pitkin  County, Colorado, offers
        traditional banking services designed to serve the permanent community
        in its primary service area.   A bank's  primary service  area  is the
        geographic location  from  where  it  expects  to  originate  a  large
        majority of its  deposits.   Pitkin's primary  service area  is Aspen,
        Snowmass and surrounding communities.  Pitkin  also has a full-service
        branch located in El Jebel, Colorado, in Eagle  County and a branch in
        Telluride, Colorado  in  San  Miguel County.    Pitkin  offers special
        services intended to meet the needs of large deposit customers who are
        not year-round residents.   To attract these  large depositors, Pitkin
        established a concierge service (Club 534) for customers maintaining a
        $50,000 minimum deposit balance. Club 534 provides highly personalized
        services  such   as   making   restaurant   and  hotel   reservations,
        recommending catering services,  hosting varied seasonal  parties, and
        arranging house cleaning and home maintenance.

             Pitkin was  chartered  as  a Colorado  state  bank  in 1979.  Its
        primary office is at  534 E. Hyman Ave.,  Aspen, Colorado., 81611. The
        phone number at that office  is (970) 925-6700.   During the past five
        years, the total assets of Pitkin have grown from approximately $100.1
        million at December 31,  1991 to $163.3 million  at December 31, 1996.
        At December 31, 1996, Pitkin had total  deposits of $152.0 million and
        shareholders' equity of $10.8 million.

             On October  6, 1993,  the  Company acquired  all  of Centennial's
        outstanding  common  stock.    As  a  result  of  its  acquisition  of
        Centennial, the  Company became  a  savings and  loan  holding company
        pursuant to the Home Owners' Loan Act of 1933,  as amended, as well as
        remaining a  bank  holding company    by reason  of  its  ownership of
        Pitkin. Centennial is  the largest  thrift institution and  the second
        largest  financial  institution  headquartered  in  Western  Colorado.
        Centennial's primary  market area  is defined  as  the Counties  of La
        Plata, Montezuma, Archuleta, Montrose and Mesa,  Colorado and San Juan
        County, New Mexico.  Centennial was  originally chartered by the State
        of Colorado  in 1905  under the  name  ``Durango  Savings  and Building
        Association''.  In February, 1984 Centennial  converted from a Colorado
        chartered savings  and  loan  association  to  a  federally  chartered
        savings and  loan  association,  and  on  June  11,  1984,  Centennial
        converted to  a  capital  stock savings  bank.    Centennial's primary
        business is the solicitation  of savings accounts  from its depositors
        and the general public and the promotion of home ownership through the
        granting  of  mortgage  loans  primarily   to  finance  the  purchase,
        construction or improvement of residential  real estate located within
        the State of  Colorado and  San Juan County,  New Mexico.   Centennial
        also invests in  federal government  and agency obligations  and other
        investment securities.   At  December 31,  1996, Centennial  had total
        assets of  $206.1  million,  total  deposits  of $178.6  million,  and
        shareholders' equity of $14.0 million.

<PAGE>

             Centennial's main office is  located at 1101  East Second Avenue,
        Durango, Colorado.  The phone number at that office is (970) 247-4183.
        Centennial also conducts its  business through its  six branch offices
        located in  Cortez,  Pagosa  Springs,  Dolores,  Montrose,  and  Grand
        Junction, Colorado and Farmington, New Mexico.

             On June  18,  1996, the  Company  acquired Val  Cor.    The total
        purchase price was  approximately $10.3 million  including acquisition
        expenses.   Pursuant to  the Third  Amended Acquisition  Agreement and
        Plan of Merger dated January 12, 1996, Val Cor's stockholders received
        from the Company  $32.653 in  cash for  each share  of Val  Cor common
        stock owned by  them.   The Company funded  the acquisition  through a
        combination of bank debt of $6.5 million and cash on hand.

             As a result of the acquisition,  Val Cor's assets and liabilities
        were adjusted  on  June 18,  1996,  to reflect  their  fair  values in
        conformity with  the  procedures  specified  by Accounting  Principles
        Board Opinion No. 16, Business Combinations, for transactions reported
        on the basis of the purchase method.  This  resulted in a net increase
        in stockholders'  equity as  of June  18,  1996 of  approximately $4.2
        million.   The results  of  Val Cor  have  only been  included  in the
        financial statements since the acquisition date.

             At December 31, 1996, Val Cor had  total assets of $80.2 million,
        total deposits  of $68.8  million, and  shareholders' equity  of $11.2
        million.  Valley's and  Val Cor's main  office is located  at 350 West
        Montezuma Avenue, Cortez, Colorado.   The phone number  at that office
        is (970)  565-4411.    Valley also  conducts  business  through branch
        locations in Cortez and Dolores, Colorado.   Valley offers traditional
        banking services to customers in its  primary market area of Montezuma
        County, Colorado.

             On March  28, 1996  a Registration  Statement  on Form  S-3 filed
        under the  Securities Act  of 1933  became  effective with  respect to
        Common Stock being issued upon conversion  of the Company's Cumulative
        Convertible Preferred  Stock  (the Preferred  Stock)  and  pursuant to
        warrants originally issued to the underwriters of the Company's public
        offering in  July,  1991.   All  shares of  the  Preferred  Stock were
        converted to Common  Stock on  April 15,  1996 at  the rate  of 2.6125
        shares of  Common  Stock  for  each  one  share  of  Preferred  Stock,
        resulting in  the  issuance  of 642,674  additional  shares  of Common
        Stock.  Pursuant to  the warrants, 93,750 shares  of Common Stock were
        issued on  June  28,  1996. The  following  table  presents pro  forma
        earnings per  share of  Common Stock  at  December 31,  1996, assuming
        conversion of the Preferred Stock as of January 1, 1996.

                Net Income                             $4,086,000
                Net Income per Share                   $     1.10
                Average Number of Shares Outstanding    3,718,000

        Services

             The  Company  offers  a  full  range  of  financial  services  to
        commercial and  individual  customers,  including  a  wide variety  of
        commercial loans, revolving  credit facilities,  construction lending,
        mortgage  loans,   Small  Business   Administration   loans,  checking
        accounts, various  savings programs,  certificates of  deposit, debit,
        credit and ATM  cards, safe  deposit and night  depository facilities,
        walk-in and drive-up teller facilities, electronic banking and banking
        by telephone.

        Contingencies   

             At December 31,  1996, Pitkin  owned 70.2%  of the  total capital
        stock of Thatcher  Financial Group, Inc.  (TFG).  Pitkin  acquired the
        stock at  sale of  the collateral  on a  loan made  by Pitkin.   TFG's
        primary asset was  100% of the  common stock of  Thatcher Bank, F.S.B.
        (Thatcher Bank).  Pitkin  also had a loan  collateralized by the stock
        of Thatcher Bank and an art collection.   During 1993, Pitkin sold the
        stock of Thatcher Bank and part of the  art collection.  Proceeds from
        the sales were  used to  satisfy outstanding loan  principal, interest
        and expenses related to the  loans made by Pitkin.   Directors of TFG,
        certain of whom are parties  related to Pitkin, are  in the process of
        determining outstanding  liabilities, including  possible  federal and
        state income  taxes  payable.    After  determination and  payment  of
        outstanding liabilities of TFG,  TFG directors plan  to distribute the
        remaining funds, if  any, to  the shareholders  of TFG.   There  is no
        determination as to  when this  can be accomplished.   Pitkin  has not
        recorded any asset  with respect to  its ownership  of TFG stock.   At
        December 31,  1996, TFG has assets, primarily cash and investments, of
        approximately $1,000,000 (unaudited).

<PAGE>

             On November 19, 1996,  the Company signed an  Agreement of Merger
        and an Agreement and  Plan of Reorganization, as  amended on March 11,
        1997,(collectively,the Agreement)with  Zions  Bancorporation  (Zions).
        The Agreement  provides  for the  merger  of the  Company  into Zions,
        whereby Zions will be the surviving corporation.  Upon consummation of
        the Agreement, each  outstanding share  of the Company's  common stock
        will be converted into a right to receive  a certain number of shares,
        determined by formula, of  Zions' common stock. The  purchase price is
        $73,000,000 plus  certain accretions  and less  certain  fees payable.
        The  Agreement   is  subject   to  certain   contingencies,  including
        shareholder approval.  All regulatory approvals have been obtained.

             The Company granted an option to Zions to purchase up to 19.9% of
        the Company's common stock as an inducement of Zions to enter into the
        Agreement.  Under this option,  Zions has the right  to purchase up to
        739,825 shares of  the Company's Common  Stock for $18.875  per share.
        Zions may exercise the option only upon the occurrence of a triggering
        event which has been defined to include actions by the Company's board
        of directors  that  authorize or  support  the execution  of  a merger
        agreement or  offer  with  another party  or  recommend  the Company's
        shareholders not approve the Agreement, a  willful  material breach by
        the Company, or  certain actions  by a third  party relative  to their
        acquisition of the Company.

             On September  17,  1996, Centennial  voluntarily  entered  into a
        Supervisory Agreement  with the  Office of  Thrift  Supervision (OTS).
        The Supervisory  Agreement  requires  Centennial  to  take actions  to
        achieve  compliance  with  applicable  consumer  and  public  interest
        related laws  and  regulations  and related  safe  and  sound business
        practices, review its records  to determine if  disclosures of finance
        charges and/or annual percentage rates to its customers were accurate,
        establish and maintain accurate and complete records demonstrating its
        regulatory compliance with  the various consumer  laws and regulations
        and implement  a compliance  program relative  to consumer  and public
        interest related laws and  requirements.  Management and  the board of
        directors of Centennial  have established  policies and  procedures to
        comply with all aspects of the Supervisory Agreement.

        Capitalization

             The following table sets forth the  capitalization of the Company
        as of December 31, 1996 and  1995.

                                                               December
                                                            1996     1995
                                                           ------   ------
                                                            (in thousands)
        Shareholders' Equity
        Preferred Stock, 7%, $0.01 par value, cumulative
         convertible, 5,000,000 shares authorized;
         246,000 (1995) shares issued and outstanding      $     -    $6,150
        Common Stock, $0.01 par value, 5,000,000 shares
         authorized; 3,717,714 (1996) and 2,979,728
         (1995) shares issued and outstanding                   37        30
        Additional paid in capital                          11,632     4,879
        Retained earnings                                   20,260    16,994
        Net unrealized depreciation on
         available for sale securities                       (828)     (755)
                                                           -------   -------
           Total Shareholders' Equity                      $31,101   $27,298
                                                           =======   =======

        Lending Activities

             See discussion on  pages 12-17  in the  Company's Form  8-K filed
        March 7, 1997, which is incorporated herein by this reference.

        Investments

             See discussion on pages 11 and 12 in the Company's Form 8-K filed
        March 7, 1997, which is incorporated herein by this reference.

        Sources of Funds

             See discussion on pages 17,  18, 32 and 33  in the Company's Form
        8-K filed  March  7,  1997,  which  is  incorporated  herein  by  this
        reference.

<PAGE>

        Primary Service Area and Competition

             The primary service  area in  which the  Company operates  is the
        Western  Slope  region  of   Colorado.    The   Company  faces  strong
        competition from other types of financial  institutions such as credit
        unions, mortgage lenders,  consumer financing companies,  money market
        mutual funds, brokerage companies, and insurance companies.  By virtue
        of their larger  capital bases  or affiliation with  larger multi-bank
        holding companies,  some of  the institutions  with which  the Company
        competes have substantially  greater lending  limits than  the Company
        and perform other functions for their  customers which the Company can
        offer  only  through  correspondent  banks.    Interstate  banking  is
        permitted in Colorado on a national  basis.  State-wide branch banking
        has recently  been  passed into  law  in  Colorado.   As  a  result of
        interstate banking  and  branch banking,  the  Company  may experience
        greater competition in its primary service area.

             The  primary   service   area  in   which   Pitkin   operates  is
        Aspen/Snowmass and  surrounding  communities. Tourism  is  the largest
        single industry in the area and the largest  source of revenue is from
        sales tax collections.   Total taxable retail sales  for 1996 showed a
        6.5% gain over 1995 in Aspen.  Snowmass sales totals were up 6.1% over
        1995.   Aspen is  a resort  community  located near  the  Colorado ski
        resorts of Aspen Mountain, Buttermilk,  Snowmass, and Aspen Highlands.
        The Aspen  Skiing Company  manages and  operates all  four of  the ski
        areas in  the  Aspen/Snowmass  area consisting  of  a  total of  4,225
        skiable acres.  Skier days over the last five years have ranged from a
        low of  1,302,433  during  the  1994-1995  ski  season  to a  high  of
        1,527,117 during  the  1992-1993  ski  season.    Skier  days  totaled
        1,342,109 during  the 1995-1996  ski season.    In addition  to winter
        activity, the community experiences a summer tourism business centered
        around outdoor recreation,  shopping, dining  and special  events, the
        largest of which  is the Aspen  Music Festival, and  also includes the
        International Design Conference,  Aspen Food  and Wine  Classic, Dance
        Aspen, and conferences at  the Aspen Institute.   Ticket sales for the
        Aspen Music Festival  increased 17.7% from  $1,409,573 in 1995  to $1,
        658,976 in 1996.

             The  City  of  Aspen  has  a  current  year-round  population  of
        approximately  5,400,  but   during  the  peak   winter  season  local
        population can reach approximately 30,000.   Snowmass is the community
        adjacent to Aspen and the two towns are often referred to in unison as
        Aspen/Snowmass.  Labor  statistics  for   Pitkin  County  reflect  the
        cyclical nature  of  the  economy over  the  course  of  a year,  with
        unemployment rates ranging from a high of 10.7% in  May, 1994 to a low
        of 1.8% in  January, 1994.   The average unemployment  rate for Pitkin
        County during 1995 was 4.8%.

             Aspen and Snowmass share  an airport serviced  by three airlines.
        Daily  flights   arrive   year   round   connecting   through   Denver
        International Airport from most major cities  and also arriving direct
        from Los Angeles and Dallas.  

             Both Centennial's  main  office  located  in  Durango,  La  Plata
        County, and Valley's main office located  in Cortez, Montezuma County,
        Colorado, are areas which also depend upon tourism.  Summer tourism is
        centered around  Mesa Verde  National Park  located  40 miles  west of
        Durango,  and  the  Durango-Silverton  Narrow  Gauge  Railroad,  which
        carries more  than 200,000  passengers each  year between  Durango and
        Silverton, Colorado.   Winter  tourism centers  around  the Purgatory-
        Durango Ski  Area which  hosted  approximately 383,000  skiers  in the
        1994-1995 ski season and approximately 307,000 skiers in the 1995-1996
        ski season.  Durango is  also home to Fort  Lewis College, a four-year
        liberal arts college attended by approximately 4,100 students.  Retail
        sales in Cortez increased 5.3%  from 1995 to 1996.   The population in
        Cortez is approximately 7,300.

             The retail and  service industries employ  the largest percentage
        of employees in La  Plata County.  La  Plata County's largest employer
        is Mercy Medical Center,  a 105-bed hospital with  more than 700 full-
        time and part-time employees. The unemployment rate in La Plata County
        averages 4.7%.   Retail sales in La Plata County increased 53.3%  from
        $282.5 million in  1990 to $433.2  million in 1994,  reflecting strong
        local economic growth.  La Plata County  is serviced by three airlines
        during the year with a fourth airline servicing the area on a seasonal
        basis.

             Grand Junction, another market served by  Centennial is a growing
        community that has seen an increase in population due to relocation of
        people from the West Coast.  In Grand Junction, retail sales increased
        from $563.8 million in 1994 to $621.1 million  in 1995, and the number
        of building permits  increased from  2,588 in 1994  to 2,724  in 1995.
        The unemployment rate in 1995 was 4.91%.

             Centennial's branch offices  are located in  Montezuma, Montrose,
        Archuleta and Mesa Counties, Colorado and San Juan County, New Mexico.
        Centennial  actively   competes   for   savings   with  other   thrift
        institutions, commercial  banks,  credit unions,  money  market mutual
        funds, brokerage  companies, and  insurance companies  located  in its
        primary market area.

<PAGE>

             Legislative and regulatory  measures have  significantly expanded
        the range of services which savings  associations can offer the public
        and have removed  all interest rate  controls and other  regulation of
        savings deposits.   These changes,  and an  increasingly sophisticated
        savings public, have dramatically  increased competition among savings
        associations and  other  types  of  investment  vehicles  for  savings
        dollars have increased competition with commercial  banks in regard to
        loans, checking accounts  and other types  of financial services.   In
        addition,  large  conglomerates  and  investment  banking  firms  have
        entered the market for  financial services.  FIRREA  has increased the
        competition between  commercial  banks  and  savings  associations  by
        allowing banks  to  acquire  healthy  savings  associations,  imposing
        similar capital  requirements on  bank and  savings  associations, and
        placing  certain  investment  and  other  regulatory  restrictions  on
        savings associations  which are  similar  to those  imposed  on banks.
        Thus, Centennial, like other savings associations, will face increased
        competition in the  future in the  attraction of deposits  and lending
        services.

        Regulation

             See discussion on pages 8  and 9 in the  Company's Form 8-K filed
        March 7, 1997, which is incorporated herein by this reference.

        Employees

             As of  December  31,  1996, the  Company  employed  208 full-time
        employees, including 58 officers.   The Company provides  a variety of
        benefits and believes employee  relations are good.   No employees are
        covered by a collective bargaining agreement.

<PAGE>


        ITEM 2.   PROPERTIES

             Information about the  Company's premises and  equipment in Notes
        5, 8 and  10 to the  Company's 1996  Audited Financial   Statements on
        pages 32, and 34-36 of the  Company's Form 8-K filed  March 7, 1997 is
        incorporated herein  by  reference.   The  Company  believes  that the
        current facilities are  adequate to  meet its present  and immediately
        foreseeable needs.

                       Location                         Description

                                                  Corporate Headquarters
                534 East Hyman Avenue        Pitkin County Bank and Trust Co.
                Aspen, Colorado 81611                  Headquarters

               127 West Colorado Avenue                   Branch
              Telluride, Colorado 81435      Pitkin County Bank and Trust Co.

                   19218 Highway 82                       Branch
              Orchard Plaza, Suite #108      Pitkin County Bank and Trust Co.
               El Jebel, Colorado 81628

               1101 East Second Avenue        Centennial Savings Bank, F.S.B.
               Durango, Colorado 81301                 Headquarters

                 343 East Main Street                     Branch
                Cortez, Colorado 81321        Centennial Savings Bank, F.S.B.
                 
               8th and Railroad Avenue                    Branch
               Dolores, Colorado 81323        Centennial Savings Bank, F.S.B.
                            
                2000 East 20th Street                     Branch
             Farmington, New Mexico 87401     Centennial Savings Bank, F.S.B.

                   499 28 1/4 Road                        Branch
            Grand Junction, Colorado 81502    Centennial Savings Bank, F.S.B.

                 1200 South Townsend                      Branch
               Montrose, Colorado 81401       Centennial Savings Bank, F.S.B.

                     643 San Juan                         Branch
            Pagosa Springs, Colorado 81147    Centennial Savings Bank, F.S.B.

                                               Val Cor Bancorporation, Inc.
              350 West Montezuma Avenue            Valley National Bank
               Cortez, Colorado  81321                 Headquarters

                 500 Railroad Avenue                      Branch
               Dolores, Colorado  81323            Valley National Bank

                 508 East Main Street                     Branch
               Cortez, Colorado  81323             Valley National Bank

        The Company owns 60% of the Corporate Headquarters building and leases
        the remaining 40%.  Pitkin's Midvalley branch in El Jebel and
        Telluride branches are leased.  Centennial owns all of its facilities
        except the Pagosa Springs branch which is leased.  Valley leases its
        space in a Cortez supermarket.  Lease terms are summarized in the
        following table.

                                                                   
                                                                    Monthly
           Location                  Term        Expiration Date     Rent
         ---------------       --------------  ------------------- --------
    Corporate Headquarters        30 Years      September 30, 2013   $3,366
    Telluride Branch      1 Year/Annual Renewal    May 31, 1996      $1,705
    El Jebel Branch       1 Year/Annual Renewal   June 14, 1996      $2,521
    Pagosa Springs Branch        30 Years         June 30, 2012      $1,400
    Cortez-City Market Branch     5 Years        February 28, 2001   $2,000


        ITEM 3.   LEGAL PROCEEDINGS

             There are various lawsuits pending against the Company incidental
        to the ordinary course of business.   Although final results cannot be
        predicted with certainty, the Company's  management, after review with
        legal counsel handling the matters, believes that none of the lawsuits
        will have a material adverse effect on the Company.


        ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             None.

                                      PART II

        ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS

             The Common Stock has  been listed on the  National Association of
        Securities Dealer  Automated  Quotation  System  (NASDAQ  ) under  the
        symbol  ASBK  since July 2, 1991, when the Company went public.  There
        were 238 holders of record of the Common Stock on March 12, 1997.  The
        following lists the high and low sales prices  of the Common Stock and
        other information for the periods indicated.

                                         Total     Total
         Quarter Ended   High     Low    Trades    Volume
        --------------  -----   ------  ------   ----------
        March 1993      $ 8.96  $  6.08     155     152,485
        June 1993         8.96     6.72      45      27,936
        September 1993   10.56     7.84     121     117,193
        December 1993    12.64    10.24      58      40,981
        March 1994       12.80    10.08     238     175,722
        June 1994        14.08     9.28     493     314,143
        September 1994   12.32     9.60     178     165,213
        December 1994    11.60     8.60     149     149,431
        March 1995       11.80     8.80      65      95,725
        June 1995        13.40    11.20      68      32,418
        September 1995   14.40    12.70      45      18,645
        December 1995    14.88    11.50      40      38,923
        March 1996       17.25    15.75      31      19,405
        June 1996        16.50    15.00      45      27,105
        September 1996   19.75    17.50     211     245,745
        December 1996  $ 19.50  $ 18.50     118     174,986

             Since January, 1992 the Company has been  paying a $.05 per share
        dividend every quarter.   The  Company declared   five-for-four common
        stock splits effected as dividends  on October  3, 1994 and on October
        10, 1995.   The quarterly  cash dividend remained  at $.05  per share,
        which effectively  increased the  dividend by  25%  for each  of those
        years.  Continued payments  of dividends will be  at the discretion of
        the Board  of  Directors  of the  Company  and  will  depend upon  the
        operating results  and  financial  condition of  the  Company  and its
        subsidiaries, their capital requirements,  general business conditions
        and other  factors. In  addition, the  ability of  the Company  to pay
        dividends will  be largely  dependent  upon the  Company's  receipt of
        dividends from its subsidiaries,  the payment and amount  of which are
        subject to  federal  and  state law  and  the  rules, regulations  and
        supervisory powers of bank regulatory authorities.

<PAGE>

        ITEM 6.        SELECTED FINANCIAL DATA

             The information  contained on  page 19  in the  section captioned
        Return on Equity and  Assets, which contains  selected financial data,
        in the Company's Form 8-K filed March  7, 1997, is incorporated herein
        by reference.

        ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

             See discussion on pages 3-10 in the Company's Form 8-K filed
        March 7, 1997, which is incorporated herein by reference.

        Accounting Policies

             Information about the Company's Accounting  Policies is set forth
        on page 27 at Note  1 to the Consolidated  Financial Statements of the
        Company in  the  Company's  Form  8-K  filed  March  7, 1997,  and  is
        incorporated herein by reference.

        ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             The information  required by  Item 8  is  set forth  at  pages 22
        through 40  of  the  Company's  Form  8-K  filed  March 7,  1997,  and
        incorporated herein by reference.

        ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL  DISCLOSURE

             None.

                                   PART III


        ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

             The directors and executive officers of the Company are as
        follows:

                                                                     Director
                                      Age                               of
                                     (as of       Positions with      Company
                     Name           December         Company           Since
                                   31, 1996)
             -------------------   ---------  ---------------------   -------
             Morton A. Heller          76     Chairman of the Board    1989
                                              President and CEO and
             Charles B. Israel         64     Director                 1987
             J. Thomas Clark, Jr.      47     Director                 1987
             Carol Ann Kopf            56     Director                 1987
             Robert R. Oden, M.D.      74     Director                 1987
             Christopher L. Tolk       44     Director                 1996
             Thomas W. Griffiths       51     Vice President            N/A
             Amy G. Beidleman          39     Vice President, CFO       N/A
                                              and Secretary            

             The directors  hold  office  until  the  next annual  meeting  of
        shareholders,  or  until   their  successors  are   duly  elected  and
        qualified.   The  officers  hold  office  until their  successors  are
        appointed by the  Board of  Directors.  There  are no  arrangements or
        understandings between any  of the above-listed  directors or officers
        or any other  persons, pursuant  to which any  of the  above directors
        have been selected  as directors,  or officers  have been  selected as
        officers.

             The business experience of each of  the nominees for director and
        executive officers during the past five years has been as follows:

             Morton A.  Heller  has been  the  Chairman of  the  Board  of the
        Company and of Pitkin  since October 1989, a  director of Pitkin since
        1981, an executive  officer of  Pitkin since 1988,  and a  director of
        Centennial since 1993.  Prior thereto, since  1985, he was Chairman of
        the Advisory Board of Pitkin.

             Charles B.  Israel  has been  with  Pitkin since  1982,  first as
        President until 1985, then from 1985 to 1989 as Chairman of the Board,
        and, since 1989 to the present, as President.   He was Chairman of the
        Board of the Company from  1987 to 1989 and  became President in 1989.
        Mr. Israel became Chairman of Centennial in 1993.

<PAGE>

             J. Thomas  Clark has  been a  director of  Pitkin since  1981 and
        director of the Company since 1987.  Mr.  Clark has owned and operated
        a supermarket  business in  Aspen since  1984  under the  name Clark's
        Market.

             Carol Ann  Kopf has  been a  director  of Pitkin  since  1980 and
        director of the Company since 1987.   She is a  real estate broker and
        has been President of Carol Ann Jacobson Realty in Aspen since 1972.

             Robert R. Oden,  M.D., has  been a director  of Pitkin  since its
        organization in 1979 and director of the Company since 1987.  Dr. Oden
        has been an orthopedic surgeon practicing in Aspen since 1957.

             Christopher L. Tolk,  has been a  director of Pitkin  since 1994.
        Mr. Tolk  has been  Managing Partner  of Reese  Henry  & Co.,  Inc., a
        Certified Public Accounting firm in Aspen, since 1980.

             Thomas W. Griffiths has  been Executive Vice  President of Pitkin
        since 1985 and director of Pitkin since 1994.  He was Secretary of the
        Company from 1987 until April 1992.  He has been Vice President of the
        Company since April 1992.

             Amy G. Beidleman started with Pitkin as the Assistant Comptroller
        in 1984.  She became an  officer of Pitkin in  1985 and Acting Cashier
        in 1986.    Mrs.  Beidleman  has  been  Vice President,  Cashier,  and
        Secretary of  Pitkin since  1989 and  became Pitkin's  Chief Financial
        Officer in January 1994.  She became Vice  President of the Company in
        September 1990 and has  been Chief Financial Officer  and Secretary of
        the Company since April 1992.


        Filing of SEC Reports

             Section 16(a)  of the  Securities Exchange  Act of  1934 requires
        executive officers, directors  and persons  who beneficially  own more
        than 10%  of the  stock  of the  Company  to file  initial  reports of
        ownership and reports of changes in ownership.   Such persons are also
        required by  SEC regulations  to furnish  the  Company with  copies of
        these reports.  Based solely on a review of the copies of such reports
        furnished to the  Company, the Company  believes that during  1996 its
        executive officers, directors  and greater than  10% beneficial owners
        complied with all  applicable Section  16(a) filing  requirements with
        the exception  of Morton  A. Heller,  who filed  one report  of change
        late.

        ITEM 11.  EXECUTIVE COMPENSATION

             The  following   Summary  Compensation   Table  sets   forth  all
        compensation received for services  rendered in all  capacities to the
        Company and its subsidiary banks (the Banks)  in the last three fiscal
        years by  Charles B. Israel, Thomas W. Griffiths and Amy G. Beidleman.

<TABLE>

                                                        Long Term Compensation
                     Annual Compensation              Awards             Payouts
                                                               Securities
                                            Other     Res-     Under-
  Name and                            Annual  tricted    lying     LTIP  All Other
  Principal                           Compen-   Stock    Options    Pay-   Compen-
  Position   Year   Salary    Bonus   sation   Awards    /SARs     outs    satiion
 ----------  ----  --------   ------- ------   ------   -------    ----  ---------
  <S>         <C>   <C>       <C>       <C>      <C>    <C>         <C>   <C>              
  Charles B.  1996  $166,879  $39,477    --       --    10,000            $39,368 (1)
   Israel,    1995  $164,755  $30,000    --       --    31,250(3)    --   $39,933 (1)
   President  1994  $162,706    --       --       --    15,000(4)    --   $42,544 (1)
   & CEO

  Thomas W.   1996  $92,700   $24,327    --       --     --          --       (2)
   Griffiths  1995  $90,500   $17,000    --       --    782 (5)      --       (2)
   Vice       1994  $90,470   $ 5,523    --       --    625 (5)      --       (2)
   President

  Amy G.
   Beidleman, 1996  $82,400   $24,327    --       --     --          --       (2)
   Vice Pres- 1995  $80,500   $17,000    --       --    625 (5)      --       (2)
   ident,CFO  1994  $61,620   $24,373    --       --    500 (5)      --       (2)
      Secretary
</TABLE>

<PAGE>
        (1)Split dollar insurance premiums of $33,121 (1996), $35,245 (1995)
           and $37,294 (1994),  were paid  by Pitkin on  behalf of  Mr. Israel
           which Mr.  Israel will  receive  in certain  circumstances  when he
           would cease working for Pitkin.   Pitkin contributed $6,247 (1996),
           $4,688 (1995) and $5,250 (1994) to Mr. Israel's 401(k) plan.

        (2)Perquisites, such as contributions to Pitkin's 401(k) plan, did not
           exceed the lessor of $50,000 or 10% of the total of the  salary and
           bonus reported for these Executive Officers.

        (3)Options for 21,250 shares granted as  a result of the five-for-four
           stock split in October, 1995 and  options for 10,000 shares granted
           on January 3, 1995.

        (4)As a result of the five-for-four stock split in October, 1994.

        (5)As a result of the five-for-four stock  splits in October, 1995 and
           1994.

             401(k) PLAN.   The Company  sponsors and pays  the administrative
        costs of a 401(k) savings  plan for the Banks'  employees.  All monies
        withheld from  employees are  paid to  a trustee  who invests  for the
        benefit of  members  of  the  401(k)  plan.    The  Banks  match  each
        employee's contribution  up  to  a maximum  of  3%  of the  employee's
        salary.

             The Company has no retirement or pension plans.

             KEY MAN  LIFE INSURANCE.   The  Company has  purchased a  key man
        insurance policy on the life of Mr. Israel in the amount of $3 million
        with the Company as beneficiary.

             STOCK OPTION  PLANS.    On  September  20,  1990,  the  Board  of
        Directors of the Company adopted the  1990 Incentive Stock Option Plan
        of Aspen Bancshares, Inc. (the  ISOP).   Pursuant to the ISOP, 156,250
        shares of Common Stock are reserved for issuance to eligible employees
        of the Company or any subsidiary upon  the exercise of options granted
        under the ISOP.  These  options are intended to  qualify as  incentive
        stock options   within  the meaning  of Section  422A of  the Internal
        Revenue Code of  1986.  The  ISOP is administered  by the Compensation
        Committee of the  Board of  Directors which designates  the optionees,
        exercise prices, exercise periods and dates  of grants.  Directors who
        are not also employees of the Company are ineligible for stock options
        under the ISOP.

             Options granted are exercisable  at a price no  less than 100% of
        the fair  market value  of  the Common  Stock  on the  date  of grant,
        provided, however, that in the case of an option granted to any person
        then owning more than  10% of the voting  power of all  classes of the
        Company's capital stock, the exercise price may  not be less than 110%
        of the fair  market value of  the Common Stock  on the date  of grant.
        Further,  the  aggregate  fair  market  value  of  the  Common  Stock,
        determined at the time an  option for the Common  Stock is granted for
        underlying options  that are  exercisable for  the  first time  in any
        calendar year  by any  person may  not exceed  $100,000.   All options
        issued pursuant to the ISOP  expire no later than  ten years after the
        date of grant, except that (1) options granted to a person then owning
        more than 10%  of the  voting power  of all  classes of  the Company's
        capital stock will expire  no later than  five years from  the date of
        grant and (2) options granted in 1997 expire  six years after the date
        of grant.  The ISOP  will terminate no later  than September 20, 2000.
        As of March 12, 1997,  options for all 156,250  shares of Common Stock
        had been granted  under the ISOP.    All  options which have  not been
        exercised are currently exercisable.

             The following  table  sets forth  certain  information concerning
        individual grants  of  options  made in  1996  to  each  of the  named
        executive officers  under the  ISOP.   The table  also sets  forth the
        potential realizable  value  for  the stock  options  based  on future
        appreciation assumptions.  There  can be no assurance  that the values
        shown in this table will be  achieved.  There were  no grants of stock
        appreciation rights (SARs) to the named executives in 1996.

<PAGE>
<TABLE>
                                           Option Grants in 1996
                                                                                 Potential Realizable
                                     % of Total                                  Assumed Annual Rates
                         Number of    Options                                       of Stock price
                        Securities   Granted to   Exercise            Expir-        Appreciation
                        Underlying    Employees   or Base    Current  ation        for Option Term
           Name           Granted     in 1996     Price(2)   Value(3)  Date   0%($)   5%($)    10%($)
    -----------------  -----------  ----------    ---------  -------- ------  -----  --------  ------- 
    <S>                      <C>        <C>       <C>         <C>    <C>    <C>      <C>      <C> 
    Charles B. Israel        10,000     91%       $ 13.375    $19.00 1/2003 $56,250  $175,950 $358,350
    Thomas W. Griffiths           -     0%        $      -    $    -        $     -  $      - $      -   
    Amy G. Beidleman              -     0%        $      -    $    -        $     -  $      - $      -
    All Other Employees       1,000     9%        $ 13.375    $19.00 1/2003 $ 5,625  $ 17,595 $ 35,835

</TABLE>

         (1)Assuming  a ten-year  option term,  annual compounding  results in
            total  appreciation of  63% (at 5% per year)  and 159% (at 10% per
            year).   Actual gains  on exercise, if  any, are dependent  on the
            future  performance of Company stock.  The  values shown are based
            on  the indicated assumed annual  rates or appreciation compounded
            annually.    Actual  gains  realized,  if  any,  on  stock  option
            exercises  and common stock  holdings are dependent  on the future
            performance of the Company stock and overall market conditions.

         (2)Reflects the exercise price.

         (3)Represents  the  market value  based  upon the  closing  price per
            share  of the Company's stock as quoted  on NASDAQ on December 31,
            1996.

                       The following table sets forth certain information with
            respect  to the exercise  of options  to purchase Common  Stock in
            1996  and the unexercised options  held at December  31, 1996, and
            the value thereof, by the named executive officers:

                          Aggregated Option Exercises in 1996
                           and 1996 Year End Option Values

                                                                Value of
                                                  Number of    Unexercised
                             Number of           Unexercised  In-the-Money
                              Shares               Options       Options
               Name         Acquired on  Value    /SARs at          at
                             Exercise   Realized 12-31-96(1)    12-31-96(2)

        Charles B. Israel        -        $ -         46,875     $665,625
                                 -        $ -         15,625     $211,875
                                 -        $ -         15,625     $196,875
                                 -        $ -         15,625     $171,875
                                 -        $ -         12,500     $120,000
                                 -        $ -         10,000     $ 56,250
        Thomas W. Griffiths      -        $ -              -     $      -
        Amy G. Beidleman         -        $ -          1,563     $ 22,195
                                 -        $ -          1,563     $ 19,694

        (1)    All of these options are currently exercisable.

        (2)    Represents the market  value based  upon the closing  price per
           share of the  Company's stock as  quoted by NASDAQ  on December 31,
           1996 ($19.00 per share), less the option exercise price.

        Director Compensation

             Directors of  the  Company  who  are  not  salaried  officers  or
        employees receive a fee of $600 per meeting attended.

<PAGE>

             On September 15,  1993,  shareholders  approved  a  Non-Qualified
        Stock Option  Plan (the  NSOP).   Under  the NSOP,  156,250  shares of
        Common Stock are reserved for issuance to directors of the Company and
        the Banks,  except Mr. Israel  and Mr.  Heller,  upon the  exercise of
        options.  Pursuant  to the  NSOP, in September  1993 directors  of the
        Company were granted options  for 1,000 shares for  each year they had
        served on the  Board of  Directors of the  Company or  the Banks.   In
        addition, on  January 1 of  each year,  all  directors of  the Company
        receive options for an  additional 1,000 shares for  the previous year
        of service.   No director can  exercise any options  granted under the
        NSOP unless and until  such director has  served as a  director of the
        Company or the Banks for five full years.  Under the NSOP, options for
        additional shares may also be granted  to persons other than directors
        from time  to  time,  at the  discretion  of  the  Company's Board  of
        Directors.

             The exercise price for all options  granted under the NSOP cannot
        be less than the fair market value of the Common Stock on the date the
        option is granted.  Options  expire 10 years after  the date of grant,
        with the exception of options granted in  1997, which expire six years
        after the date  of grant.   Options granted  under the NSOP  cannot be
        assigned but may  be exercised prior  to their expiration  even if the
        optionee is no longer a director  of the Company or  Pitkin.  The NSOP
        terminates on the tenth  anniversary of its  approval by shareholders,
        or September 15, 2003.   As of  March 12,  1997,  options  for 115,863
        shares of Common Stock had been granted under the NSOP.

        Board Committees and Meetings

             There were 12 meetings  of the Board of  Directors of the Company
        in 1996.  All directors  of the Company are  also directors of Pitkin.
        All directors attended 75% or more of the Company's Board of Directors
        meetings and meetings of  Board committees on which  they served, with
        the exception of Mr. Clark who attended 8 Board of Directors meetings.

             The Company's  Board of  Directors has  no  nominating committee.
        Nominees for  the  Board of  Directors  are determined  by  the entire
        Board.   The members of the Audit Committee,  which met twice in 1996,
        are J. Thomas Clark, Jr. and Christopher L. Tolk.  The Audit Committee
        reviews the  scope  and  results  of  the  audit  by  the  independent
        auditors, makes recommendations  to the Board  as to the  selection of
        independent auditors  and  has  approval  authority  with  respect  to
        services provided by the independent auditors  and fees therefore.  In
        addition, it  reviews  systems  of  internal  control  and  accounting
        policies.   The  members of the Compensation  Committee, which met six
        times in  1996, are  J. Thomas  Clark, Jr.  and Carol  Ann Kopf.   Its
        principal function is to review and  make recommendations to the Board
        of Directors regarding all executive compensation and benefit programs
        available to  officers and  employees  of the  Company,  including the
        adoption,  amendment  or  termination  of  any   such  program.    The
        Compensation Committee  also  administers the  Company's  stock option
        plans and  determines the  directors  and executive  officers  to whom
        options will be  granted, the number  of shares for  which options are
        granted, the exercise  price and  other matters.    (See  Stock Option
        Plans.)

        Compensation Committee Interlocks and Insider Participation

             The members of  the Company's  Compensation Committee,  J. Thomas
        Clark, Jr. and Carol  Ann Kopf, have no  interlocking relationships as
        defined by SEC rules and regulations.

        Report by the Compensation Committee on Executive Compensation

             RESPONSIBILITIES AND  OBJECTIVES.    The  Company's  Compensation
        Committee, consisting of J. Thomas Clark, Jr.  and Carol Ann Kopf, (i)
        establishes the specific  compensation levels for  executive officers,
        including  the  CEO,  (ii)  conducts  periodic  reviews  of  executive
        compensation  and   (iii)   takes   certain   actions  regarding   the
        compensation of  senior  executives  of  the  Company and  the  Banks,
        including  the  CEO.     The  Compensation   Committee(the  Committee)
        determines salary levels and  types and amounts of  cash bonuses to be
        distributed to  senior  executives  and  other  officers,  if  and  as
        appropriate.   The Committee  also grants  stock options  to executive
        officers under the ISOP.

             This report is submitted by members  of the Committee summarizing
        their involvement in  the compensation decisions  and policies adopted
        by the  Company for  executive officers  generally  and for  the Chief
        Executive Officer, Charles B. Israel, specifically.

             GENERAL POLICY.   The Company's executive  compensation practices
        are designed to reward  and provide an incentive  for executives based
        on the achievements of  corporate and individual  goals.  Compensation
        levels  for  executives  are  established  after  considering  various
        quantitative  measures  including,  but   not  limited  to,  financial
        performance, peer  group  comparisons  and  labor  market  conditions.
        Qualitative factors  such  as  commitment,  leadership,  teamwork  and
        community involvement  are  also  considered.    To make  compensation
        decisions, the Committee elicits the recommendations and advice of the
        CEO and  other  executive officers  regarding  appropriate  or desired
        levels of compensation for them. The  Committee has complete access to
        all necessary Company  personnel records, financial  reports and other
        data, and may seek the advice of experts and analysts.

<PAGE>

             The Company's compensation  structure is designed  to attract and
        retain executives  of  the  highest  caliber  and  to  motivate  these
        executives to achieve  the Company goals  identified by the  Board and
        management.    Executive  compensation  is  also  intended  to  create
        incentives that  will encourage  these individuals  to  maintain their
        focus on long-term shareholder interests.

             COMPENSATION COMPONENTS.   In evaluating  executive compensation,
        the Committee  focuses  upon three  basic  components:  salary, annual
        bonus and long-term incentive compensation.

             Salary levels  for  senior  executives  and  other  officers  are
        reviewed  by  the  Committee  on  an   annual  basis  and  reflect  an
        individual's responsibilities and experience.   Currently, the Company
        does not  have  any  long-term  employment  agreements with  executive
        officers.

             The annual bonus and  long-term incentive compensation components
        have historically  been  provided  to  executives  based upon  Company
        performance and  the  executive's leadership  skills,  as appropriate.
        The Committee  primarily reviews  corporate measures  such  as Company
        revenue and  growth  in  determining  whether  bonuses  and  long-term
        incentive compensation should be awarded.   The Committee also reviews
        an executive's role in the Company attaining these measures.

             The Committee believes that  a portion of  the total compensation
        of senior executives should consist of long-term incentive awards such
        as stock  options.   Company  executives have  received  stock options
        pursuant to  the ISOP,  which offers  them  the possibility  of future
        gains dependent upon their continued employment by the Company and the
        long-term price appreciation  of the  Common Stock.   (See   Executive
        Compensation - STOCK OPTION PLANS. )

             REVIEW OF EXECUTIVE COMPENSATION.   In making its recommendations
        and determinations  for  1996  regarding  executive compensation,  the
        Committee was  influenced by  numerous positive  considerations.   The
        Committee's decisions  were  principally  influenced  by  the role  of
        senior executives  in  maintaining  the  Company's  profitability  and
        financial strength, as shown by the following measures:

        1.Net income increased by  3.4%  from 1995 to 1996 before Centennial's
          SAIF assessment and income tax adjustment.
        2.Book value increased to  $8.36 per share at  12/31/96 from $7.00 per
          share at 12/31/95.

             These measurements  reflected  improvements  that  either met  or
        exceeded previously established  goals.   The Committee  believes that
        these accomplishments directly reflect management's  efforts and, as a
        result,  the  Company   is  favorably  positioned   to  attain  future
        successful performance.  Also, the  Committee believes that management
        has not lost sight of its goal to  serve the Western Slope communities
        in which it is located, while focusing on improving shareholder value.

             In  light  of  the  positive  results   in  1996,  the  Committee
        determined that  moderate  increases  in  executive compensation  were
        justifiable, both to reward management for accomplishments to date and
        to encourage future performance.   Accordingly, the Committee approved
        increases in  compensation  which  it  believes reflected  appropriate
        rewards for the performance in 1996.

             COMPENSATION  OF   CHIEF   EXECUTIVE  OFFICER.      In  assessing
        appropriate types and amounts of compensation  for the Chief Executive
        Officer,  the  Committee  evaluates   both  corporate  and  individual
        performance.  Corporate factors included in  the evaluation are return
        on shareholders' equity, return on assets,  levels and changes in non-
        performing assets,  the  market  price of  the  Common  Stock and  the
        Company's performance  compared  to  peer  institutions.    Individual
        factors include initiation  and implementation of  successful business
        strategies, maintenance of  an effective  management team  and various
        personal qualities, including leadership,  commitment and professional
        and community standing.

             After reviewing the 1996  corporate results, as  discussed in the
        preceding section  on executive  compensation, as  well  as individual
        contributions, the Committee  concluded that  CEO, Charles  B. Israel,
        performed with skill and  diligence during 1996.   The year was marked
        by solid  financial  performance,  and  Mr.  Israel deserves  a  large
        measure of the  credit for this  accomplishment.  He  assumed personal
        responsibility  for  operating  strategies   which  were  adopted  and
        successfully pursued,  including  solid  financial  growth,  continued
        strong earnings, and the liaison between  the operational divisions of
        the Company and its shareholders.

<PAGE>

             For these reasons, the  Committee granted Mr.  Israel options for
        5,109 shares  of  stock  under  the  ISOP  in  January, 1997  for  his
        performance in 1996.

             CONCLUSION.  The Committee believes that the compensation amounts
        and awards recently  established for  the Company's  senior executives
        reflect appropriate levels,  given the  Company's performance  in 1996
        and individual performance of management.  The Committee will continue
        to emphasize long-term performance objectives as the Company's success
        continues.

             SUBMITTED BY THE PERSONNEL AND COMPENSATION COMMITTEE:  J. Thomas
        Clark, Jr. (Chairman) and Carol Ann Kopf.

        Company Performance

             The following line  graph presents  the cumulative  total monthly
        shareholder return  for  the  Common  Stock  from December  31,  1991,
        compared with the Standard & Poor's 500 Stock Index and the Standard &
        Poor's Major Regional  Banks Index.   Figures  indicate that  $100 was
        invested on December 31, 1991, and that all dividends were reinvested.

                        Comparison of Cumulative Total Return
          Aspen Bancshares, Inc., S&P 500 Stock Index and S&P Major Regional
                                     Banks Index

                                   (Graph Omitted)

                          12/31/91  12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
                         --------- -------- --------  -------- -------- --------
Aspen Bancshares, Inc.      $100     $152     $262      $210      $331    $479
S&P 500 Stock Index         $100     $108     $118      $120      $165    $203
S&P Major Regional Banks    $100     $127     $135      $128      $201    $275


        ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

             As of March 12, 1997, there were 3,720,780 shares of Common Stock
        outstanding, par  value $0.01,  held  of record  by  238 shareholders.

        The Company had no  shares of preferred stock  outstanding as of March
        12, 1997.

             The following table  sets forth  information with respect  to the
        beneficial ownership of  stock of  the Company, including  options for
        Common Stock as  of March 12,  1997, by (i)  each person known  by the
        Company to own beneficially more than  5% of the Company's outstanding
        Stock, (ii)  each  current  director of  the  Company,  and (iii)  all
        executive officers and directors of the Company as a group.  Except as
        otherwise indicated below,  each of the  directors, executive officers
        and shareholders owning more  than 5% of Common  Stock has sole voting
        and investment power with respect to all shares of  Common Stock owned
        by them.

<PAGE>

                                                          Total
                                              Common      Number     Percent
                               Common          Stock    of Shares   of Total
                               Shares         Under-      Bene-      Shares
                              Outstand-        lying     ficially   Outstand-
          Name and Address       ing        Options(8)    Owned      ing (9)
        --------------------  ---------     ----------  ----------  ----------
        Clark, J. Thomas         54,687          23,563     78,250      1.99%
        300 North Mill Street
        Aspen, CO 81611

        Heller, Morton A.       332,219  (1)     23,563    355,782      9.03%
        534 East Hyman Avenue
        Aspen, CO 81611

        Israel, Charles B.      149,748  (2)    121,359    271,107      6.88%
        534 East Hyman Avenue
        Aspen, CO 81611

        Kopf, Carol Ann          14,750  (3)     25,124     39,874      1.01%
        606 East Hyman Avenue
        Aspen, CO 81611

        Oden, Robert R., M.D.    38,374  (4)     18,688     57,062      1.45%
        100 East Main Street
        Aspen, CO 81611

        Tolk, Christopher        23,061  (5)      3,563     26,624      0.68%
        400 East Main Street
        Aspen, CO 81611

        Barry, B. John          545,031           2,013    547,044     13.89%
        P.O. Box 1950
        Aspen, CO 81612

        McDade, James           251,499  (6)      2,588    254,087      6.45%
        6515 N. Ventana Canyon Drive
        Tuscon, AZ 85715

        Cede & Co.            1,526,419  (7)          -  1,526,419     38.41%
        Box 20
        Bowling Green Station
        New York, NY 10004

        Executive Officers      618,347 (1-5)   218,986    837,333     21.26%
        and Directors
        as a Group (8 people)


        (1)Includes 8,506 shares of Common Stock  owned by Mr. Heller's' wife,
           87,205 shares owned by City Capital Corp. of  which Mr. Heller is a
           47% owner, and 31,350  shares owned by HEM  Properties in which Mr.
           Heller is a partner.

        (2)Includes 21,718  shares  of  Common  Stock  owned by  Mr.  Israel's
           children.

        (3)Includes 14,750 shares  of Common  Stock held by  Ms. Kopf  for the
           benefit of her children.

        (4)Includes 21,968 shares of Common Stock held by  Oden & Co. in which
           Dr. Oden has a 100% ownership interest  and 26,406 shares of Common
           Stock owned by Oden Enterprises in which Dr. Oden's wife has a 100%
           ownership interest.

        (5)Includes 312 shares owned by Mr. Tolk's daughter.

<PAGE>

        (6)Includes 164,062 shares of Common Stock owned by Mr. McDade's wife.

        (7)Includes stock held for  the benefit of  certain executive officers
           and directors of the Company.

        (8)Exercisable within 60 days of March 12, 1997.

        (9)Assumes the exercise of all stock options held by the named persons
           which are exercisable within 60 days of March 12, 1997.

        ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Transactions with Management and Others

             The Banks have  had, and  expect to have  in the  future, banking
        transactions in  the  ordinary  course  of  business  with  directors,
        officers and shareholders of the Company and the Banks, and associates
        of the foregoing, on substantially the  same terms, including interest
        rates and collateral  on loans, as  those prevailing at  the same time
        for comparable transactions with others.  Loans to directors, officers
        and shareholders of the  Company and the Banks,  and associates of the
        foregoing,  have   not  involved   more  than   the  normal   risk  of
        collectability or presented other unfavorable  features.  All existing
        loans  to   officers,  directors,   and  principal   shareholders  and
        associates of the  foregoing have been,  and all future  loans to such
        persons  will  be,  approved  by  a   majority  of  the  disinterested
        independent directors  of  the Banks  in  conjunction  with applicable
        regulatory guidelines.

             Pitkin owns  an  undivided  60%  interest  in  its  building  and
        premises.  Pitkin leases the other 40%  interest in this facility from
        a partnership pursuant to a lease agreement entered into on October 1,
        1983, which  expires on  September 30,  2013.   During the  year ended
        December 31, 1988, Pitkin purchased a 30% interest in the land and the
        building from this partnership for $430,000  as specified in the lease
        agreement.   Also  in 1988,  Pitkin  notified the  partnership  of its
        intent to  purchase the  entire  building and  thus   locked  in   the
        $1,001,000 price for the remaining 70%.   In 1989, Pitkin purchased an
        additional 10% interest in the building  and premises for $143,000 and
        in 1992  Pitkin purchased  an  additional 20%  interest  for $286,000.
        Under the  terms of  the lease  agreement,  Pitkin has  the  option to
        purchase and, alternatively, the partnership has the option to require
        Pitkin to purchase, all or less than all of the remaining 40% interest
        in the facility  at any  time prior to  expiration of  the lease  at a
        price of $572,000 for the entire remaining 40%  interest or a pro rata
        amount for a lesser interest.  On April  1, 1997, Pitkin will purchase
        the remaining  40%  interest.   35%  of the  partnership  is  owned by
        minority shareholders in  the Company  owning approximately 5%  of its
        Common Stock.  Morton A. Heller, Chairman of the Boards of the Company
        and Pitkin, is a trustee of a trust for the benefit of his wife's son,
        Samuel W. Hiatt,  which owns a 12.5%  interest in the partnership. The
        remaining 52.5% of the  partnership is owned by  non-affiliates of the
        Company. The  lease  terms  and purchase  price  of  the building  and
        premises   were   negotiated   between   Pitkin   management   and   a
        representative of  the  partnership  who is  an  affiliate  of Pitkin.
        Management of  the Company  believes the  terms of  the lease  and the
        purchase price of the building  and premises are on  terms at least as
        favorable to Pitkin as would have been  available if no affiliates had
        been part owners of the facility.

             From time  to  time, certain  officers,  directors, shareholders,
        other individuals, affiliated entities of the foregoing and commercial
        banks participate in loans made by  Pitkin.  Participations occur when
        the amount of a proposed loan exceeds Pitkin's then applicable lending
        limits or  funding  capacity,  or  when  an  individual  requests  the
        opportunity to  participate  in a  loan.   The  participants,  in some
        cases, pay a service fee  to Pitkin.  Participants  may share pro rata
        in  principal  payments  or  participate  on  a    first-out    basis.
        Generally,  first-out  participants may receive all principal payments
        made by the  borrower until  the participant  is repaid  in full.   In
        those cases, Pitkin is not repaid until the participants have received
        all amounts due them except in  the event of a  default in which event
        Pitkin and participants share  in any amounts collected  on a pro rata
        basis.

             The following table  lists the Company's  directors, officers and
        shareholders known by the Company to own  beneficially more than 5% of
        the Common Stock, and  immediate family members of  the foregoing, who
        have participated  in  loans made  by  Pitkin since  January  1, 1987.
        Participations made  to  these  persons were  made  on  terms no  less
        favorable to Pitkin than participations made to persons not affiliated
        with the Company.  As of December 31, 1996,  only Morton A. Heller had
        participations outstanding as presented in the following table.


<PAGE>

                                        Principal Amount  Principal Amount of
                                       of Participations     Participations
                                       Outstanding Since      Outstanding
                                        January 1, 1987    December 31, 1996

        Name and Relationship
        --------------------------    ------------------   ------------------

        Morton A. Heller (1)
        Chairman of the Board          $4,390,030               $56,895
        Charles B. Israel
        President, CEO and Director    $  809,860               $     -
        Robert R. Oden (2)
        Director                       $  347,500               $     -

        (1)  Including family members and affiliated entities.
        (2)  Through affiliated entities.

             Future transactions between the  Company and the  Banks and their
        officers, directors, principal  shareholders or affiliates  of each of
        them are expected to be on  terms no less favorable  to the Company or
        the Banks  than  those between  the  Company or  the  Banks  and third
        parties and  must  be  approved by  a  majority  of the  disinterested
        independent directors of the Company or the Banks.


                                       PART IV

        ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
                  8-K


           A.   Financial Statements
                1.The  following  financial   statements  included   in  the
                  Company's Form 8-K  filed March  7, 1997  are incorporated
                  herein by reference to this Form 10-K:
                     (a)Consolidated Statements of Financial Condition (page
                        23 of Form 8-K)
                     (b)Consolidated Statements of Income (page 24 of Form 8-K)
                     (c)Consolidated Statements of Changes in Shareholders' 
                        Equity (page 25 of Form 8-K)
                     (d)Notes to Consolidated Financial Statements (pages 
                        27-41 of Form 8-K)
                2.Consolidated Financial Statement Schedules (none)
                3.Exhibits

             Exhibit
             Number              Description of Exhibit


               3.1      Articles of Incorporation of Aspen Bancshares, Inc. (1)
               3.2      Bylaws of Aspen Bancshares, Inc. (1)
              10.1      Pitkin County Bank and Trust Building Lease.  (1)
              10.2      Form of Loan Participation Agreement. (1)
              10.3      Incentive Stock Option Plan. (1)
              10.4      Non-qualified Stock Option Plan (2)
              10.5      Third Amended Acquisition Agreement and Plan of Merger
                        between Aspen Bancshares, Inc. and Val Cor
                        Bancorporation, Inc. dated January 12, 1996 (3)
              10.6      Agreement and Plan of Reorganization dated as of
                        November 19, 1996 between Zions Bancorporation and
                        Aspen Bancshares, Inc. (4)
              10.7      First Amendment to Agreement and Plan of Reorganization
                        dated March 11, 1997 between Zions Bancorporation and
                        Aspen Bancshares, Inc. (5)

              11.0      Statement Regarding Computation of Per Share Earnings:

<PAGE>

                                             Weighted Average
                                                  Shares
                                              (in thousands)
                                                (unaudited)
                                            Twelve Months Ended
                                               December 31,
                                            1996   1995    1994
                                           -----   -----  -----
        Common Stock                        3,486   2,971  2,966
        Incentive Stock Options                81      61     50
        Warrants                                -      44     39
        Nonqualified Stock Options             36      17      9
                                           ------  ------ ------
         Primary Shares Outstanding         3,603   3,093  3,064
        Convertible Preferred                 232     642    676
                                           ------  ------ ------
         Fully Diluted Shares Outstanding   3,835   3,735  3,740
                                           ======  ====== ======
                                                Net Income
                                                -----------
        Net Income                         $4,086  $4,683 $4,048
        Less: Preferred Dividends Paid        108     437    463
                                           ------  ------ ------
                                Net Income $3,978  $4,246 $3,585
                                           ======  ====== ======

           21.0      The Company has three subsidiaries:  Pitkin County Bank
                      and Trust Company, Centennial Savings Bank, F.S.B.,
                      and Val Cor Bancorporation, Inc.
           23.0      Consent of Dalby, Wendland & Co., P.C.
           27.0      Financial Data Schedule (6)

                (1)Incorporated by reference from the Company's Form S-1 
                   Registration Statement, File No. 33-37098
                (2)Incorporated by reference from the Company's Form S-8 
                   Registration Statement, Filed June 22, 1995
                (3)Incorporated by reference from the Company's Form S-3 
                   Registration Statements, File No. 33-97700
                (4)Incorporated by reference from the Schedule 13D filed by 
                   Zions Bancorporation on November 19, 1996
                (5)Incorporated by reference from Amendment No. 2 to the     
                   Schedule 13D filed by Zions Bancorporation in  March, 1997
                (6)Incorporated by  reference  from the  Company's  Form 8-K
                   filed March 7, 1997

                B.   Reports on Form 8-K

                A report on Form 8-K was  filed November 19, 1996, regarding
                the merger between Zions and the Company.


<PAGE>

                                        SIGNATURES



        Pursuant to the requirements of Section 13 or 15(d) of the Securities
        Exchange Act of 1934, the Registrant has duly caused this report to be
        signed on its behalf by the undersigned, thereunto duly authorized.


                                           ASPEN BANCSHARES, INC.



                                 By   /s/Charles B. Israel
                                      --------------------
                                      Charles B. Israel
                                      President and Chief Executive Officer

                                      Date:



        Pursuant to the requirements of the Securities Exchange Act of 1934,
        this report has been signed below by the following persons on behalf
        of the Registrant and in the capacities and on the dates indicated:

               Signature                Title               Date

        /s/Morton A. Heller                            March 27, 1997
        Morton A. Heller        Chairman of the Board  --------------
                                and Director

        /s/Charles B. Israel                           March 27, 1997
        Charles B. Israel       President and CEO and  --------------
                                Director

        /s/J. Thomas Clark, Jr.                        March 27, 1997
        J. Thomas Clark, Jr.    Director               --------------


        /s/Carol Ann Kopf                              March 27, 1997
        Carol Ann Kopf          Director               --------------


        /s/Robert R. Oden, M.D.                        March 27, 1997
        Robert R. Oden, M.D.    Director               --------------


        /s/Amy G. Beidleman                            March 27, 1997
        Amy G. Beidleman        Vice President, CFO,   --------------
                                and Secretary
                                Chief Accounting
                                Officer